The Company’s basic policies regarding remuneration for its Directors and Executive Officers are twofold: 1) to increase corporate performance and corporate value over the medium to long term to realize its corporate mission and Management Vision and 2) to establish a remuneration system and decision-making process that is transparent, rational, and fair so that the Company can fulfill its accountability to customers, society, the environment, shareholders, business partners, employees, and other stakeholders. Based on this policy, the Company’s executive compensation system is as follows.
Compensation for Directors and Executive Officers consists of 1) fixed compensation, 2) performance-based bonuses, and 3) performance-linked stock compensation. When paid in the standard amount, the above three components account for around 70%, 15%, and 15%, respectively, of overall compensation. In the course of determining such compensation, the Company utilizes data obtained from a consulting firm that is independent from the Company to assess its appropriateness.
Moreover, the level of compensation is being reviewed as necessary in light of its appropriateness vis-à-vis changes in the business environment and input gleaned via external surveys. Compensation for Outside Directors consists solely of fixed compensation from the perspective of objectively assessing the appropriateness of business execution and ensuring appropriate supervisory functions. In addition, no specific limitations are set for the number of the Company shares that can be owned by Directors and Executive Officers, nor does a clawback provision apply to shares granted to these individuals.
Total amount of compensation and other wages paid to Directors in FY2021, their breakdown by type and the number of
recipients is as presented below
| Category | People (number) |
Fixed Compen-sation (Million yen) |
Performance-linked compensation (Million yen) |
Total compen-sation (1 million yen) |
|
|---|---|---|---|---|---|
| Cash compen-sation |
Stock compen-sation |
||||
| Directors (excluding Outside Directors) | 8 | 326 | 96 | 123 | 546 |
| Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) |
3 | 62 | - | - | 62 |
| Outside Directors and Outside Audit & Supervisory Board Members | 9 | 90 | 7 | - | 97 |
| Total | 20 | 478 | 103 | 123 | 706 |